We have one of those Democratic officers here tonight, former
Pennsylvania governor Ed Rendell, along with "New York" magazine`s John
Heilemann.

A new RNC e-mail lists six Democrats right now who say they`re tired
of Obama`s attacks on free enterprise -- "free enterprise," that`s how
they`re saying it -- including Governor Rendell.

An excerpt from the Buzzfeed article cited -- reads as follows.
"Rendell joined the chorus of criticism of Obama`s attacks on finance,
whose leaders have written checks to many members of both parties. `I
think they`re very disappointing," Rendell said of the ads attacking Bain.
`I think Bain is fair game because Romney has made it fair game, but I
think how you examine it, the tone, what you say is important, as well.`"

Governor Rendell, big question. Are you with the Obama campaign as
it`s being run right now, or are you against it?

ED RENDELL (D), FMR. PENNSYLVANIA GOVERNOR, MSNBC POLITICAL ANALYST:
Well, either/or, you know? Right now, I`d like to see the president -- I
think he`s done a good job, Chris. And you and I discussed it. I`d like
to see him emphasize the terrific things that he`s done for the country
under different circumstances.

And the ad itself -- of course he has a right to go after Governor
Romney`s claim that he`s a job creator because of his work at Bain. That`s
the main thrust of his rationale why he should be elected president,
because he`s a businessman and he knows how to create jobs. Well, he
didn`t create jobs, he created wealth, and let`s examine it.

I think the media has a responsibility to take all the deals that
Governor Romney did at Bain, look at them, and were they net job creation
or net job loss? Governor Romney said back in `94, 10,000 jobs created.
He said in the Republican primaries 100,000 jobs created. And now he`s
saying tens of thousands of jobs.

So the Obama campaign has a right to say to the American people, This
guy says he`s a job creator, it isn`t so. And that is a legitimate
question. It`s like when I ran for governor, I said I was a great mayor.
My opponents had the right to say, Well, education in Philadelphia wasn`t
so hot, was it? And I had the right to answer that.

MATTHEWS: Yes, but the problem is...

RENDELL: What I`ve said...

MATTHEWS: ... we`re now at a chorus -- Governor, you`ve been thrown
into a chorus now by the Republican National Committee because you, after
Cory Booker said that the Obama campaign ad was nauseating, you jumped in
with the adjective -- you were -- well, you actually said you were
disappointed in the ad campaign.

RENDELL: Well...

MATTHEWS: Are you disappointed in the ad work being done on behalf of
President Obama and his campaign?

RENDELL: I`m disappointed in virtually every political ad right now
because they`re all negative. They`re all slam. No one talks about the
good things we`ve done in politics. And it`s one of the reasons there is
so much voter dissatisfaction and so many voters who don`t have confidence
in the government.

But is this a fair topic? Of course it is, Chris. And you`ve said it
on many occasions, too. Would I make the ads a little different in tone?
Sure, I would. But this deserves a full examination of whether Governor
Romney is a job creator.

I think when the president said yesterday he created wealth, not jobs,
I think that has a great degree of accuracy. But I`d love to see the way
we run campaigns in America totally changed.

MATTHEWS: OK, John Heilemann, you cover this campaign. You`re
looking at "Game Change" again here, perhaps. It looks to me like the
Republicans have got what they wanted. They want an articulate spokesman
against the president. Now they`ve got them in Cory Booker and others,
including they`re using Rendell right now. They`re using people like Steve
Rattner, the car czar, who gets a lot of credit for the president`s number
one accomplishment, you might say, in reindustrializing America.

They`ve got some really good people here seeming to be making their
case that Mitt Romney and his role at Bain is not fair game.

JOHN HEILEMANN, "NEW YORK" MAGAZINE, MSNBC POLITICAL ANALYST: Well,
I`m not sure -- yes, Chris, certainly, they`re using these -- they have
talking points on this. And look, the bottom line is that private equity
is a bipartisan profession. There are a lot of people who are Democrats,
rich Democrats, who are in private equity. Steven Rattner is a good
example of someone like that. And it`s not (ph) reasonable to think that
someone like Steven Rattner is going to defend the notion and the role of
private equity in the market economy. And you`re going to find Democrats
all over the country who do that.

And I think Ed Rendell is making the point -- it`s very tricky, this
argument that the president`s trying to make because it`s clear that it`s
fair game. There`s no doubt that when Mitt Romney cites this as his main
credential as a job creator, the Obama campaign is going to rightfully look
at it. He doesn`t talk about his record in Massachusetts. There`s a
reason for that. Because his record as a job creator in Massachusetts as
governor is not very good. So he cites Bain.

MATTHEWS: OK...

HEILEMANN: The Obama administration goes after that. But it`s the
case that a lot of Democratic donors and a lot of former Democratic
officials have gone into private equity. And so they`re not going to find
people who are just unequivocally applauding the president when their
profession`s being attacked and -- and the Romney people have seized on
that...

MATTHEWS: Well, they`re not...

(CROSSTALK)

MATTHEWS: You`re being kind to these equity people because they`re
not only not applauding the president, they are trashing his campaign,
calling it "nauseating" on "MEET THE PRESS."

Let`s take a look at the ad that you`re talking about when people like
Cory Booker say they`re nauseated by it. Here`s the ad he`s talking about.
Apparently, it`s been out there right now. It`s the only one they`re
talking about. Let`s listen.

(BEGIN VIDEO CLIP)

UNIDENTIFIED MALE: I was a steel worker for 30 years. We had a
reputation for quality products. It was something that was American-made.
And we weren`t rich, but I was able to put my daughter through college.

UNIDENTIFIED MALE: Having a good-paying job that you can support and
raise a family on is hugely important.

UNIDENTIFIED MALE: That stopped with the sale of the plant to Bain
Capital.

UNIDENTIFIED MALE: It was like a vampire. They came in and sucked
the life out of it.

UNIDENTIFIED MALE: It was like watching an old friend bleed to death.

(END VIDEO CLIP)

MATTHEWS: What`s wrong with the ad, Governor?

RENDELL: Well, the vampire stuff is a little strong. And when I said
the tone of the ad -- the other stuff is very legitimate because Governor
Romney put on ads during primaries about workers that Bain helped
supposedly get their jobs. So this is fair game.

And I think the Obama campaign should have stayed with that, should
have stayed with the fact that under Bain, X amount of companies that they
invested in went bankrupt. That`s not the case for a lot of private equity
firms. It is for some but not the case for all.

There is plenty good grounds factually, but "vampire" -- that got me
as a little off in tone. But again, I think what John said is right. This
is the central issue in the campaign, and this is...

MATTHEWS: Right.

RENDELL: ... Governor Romney`s claim to why he`s going to be a good
president. So it`s got to be examined.

MATTHEWS: Let`s take a look at the president. Here I think the
president was forced to actually define exactly what he`s talking about
here. And what he`s exactly saying is a guy like Romney shouldn`t be out
there saying, I`m the perfect candidate for president because I ran Bain.
Here he is making that case yesterday in his press conference. Let`s
listen.

(BEGIN VIDEO CLIP)

BARACK OBAMA, PRESIDENT OF THE UNITED STATES: The reason this is
relevant to the campaign is because my opponent, Governor Romney, his main
calling card for why he thinks he should be president, is his business
experience. And when you`re president, as opposed to the head of a private
equity firm, then your job is to not simply to maximize profits, your job
is to figure out how everybody in the country has a fair shot. And so if
your main argument for how to grow the economy is, I knew how to make a lot
of money for investors, then you`re missing what this job is about.

(END VIDEO CLIP)

MATTHEWS: Let me go to John. It seems to me that there were not --
we`re not arguing about nuance here. Here`s a president who`s put together
a campaign in difficult economic circumstances. He`s inherited a pile of
crap in terms of the economy. He`s trying to do a good job. He`s brought
the economy back a bit. But he`s not going to let somebody come in off the
bench like Romney and say, I`m Mr. Clean. I`m going to fix this economy
based on my record at Bain.

So here`s what he does. This is about the top 1 percent. This is
about the Buffett rule. This is about the rich. This is about guys like
Romney. OK, that`s the coloration of it, but it`s also about whether a guy
like him is a guy who -- even with his sleeves rolled up the way he rolls
them up -- is not the guy to fix our economy.

Governor, my concern here -- let me go back to John Heilemann on the
outside the campaign. My concern is that this idea that he has to be so
fine-tuned now and so careful about the sensitivities of people like
Rattner and the rest of them, and Cory Booker and the guys who depend on
their pals on Wall Street -- if he`s got to be so dainty and tiptoe through
the tulips to make his point, he`ll never make it! Give him some elbow
room to make the point that these are not the heroes of our time, these
guys. These equity guys are not come out and save the country!

HEILEMANN: Welcome to the Democratic Party. I mean, the Democratic
Party is a party that`s based -- that`s based in Wall Street. It`s not
like they`re -- there`s -- the president has...

MATTHEWS: I know.

HEILEMANN: I mean, that`s just how -- that`s just how it is.

MATTHEWS: But these rules of engagement -- these rules of engagement
the governor is setting are so careful -- don`t offend anybody. Don`t
disappoint us. Be careful not to...

RENDELL: Well...

MATTHEWS: Governor, you have run negative ads.

RENDELL: Chris, do you like "vampire"?

MATTHEWS: Everybody runs negative ads. The idea -- you said you
don`t believe in negative ads. Give me a break! You guys all run negative
ads, don`t you?

RENDELL: No, Chris...

MATTHEWS: I`m sorry, Governor.

RENDELL: (INAUDIBLE) my campaigns, I ran very few. But hey, Chris,
do you think a "vampire" is a good way to describe what they did, what Bain
did? I don`t think they`re vampires, but I don`t think they`re job
creators.

And I`ll tell you one thing. And John, correct me if I`m wrong on the
facts here. Ampad was closed down and the investors took $100 million out.
And I understand the workers lost part of their pension and almost all of
their health care.

Well, couldn`t they have taken $80 million out and saved some of that
money to give to the workers a little pension and health care relief as
they`re going -- as they`re losing their jobs? I mean, isn`t that a
legitimate question about where your values are?

HEILEMANN: Of course it`s a legitimate question. And I think, look,
what -- the case is that there are -- and I`ll cite Steve Rattner on this
point. There were a few instances where Bain -- and I know the Obama
administration -- the Obama campaign has all of them -- where they behaved
in a way where it seems like there is a case that could be made where they
were -- where they -- where the workers were harmed in a way that is
atypical of private equity. So you`re going to hear about those cases.

It`s not the majority of what Bain did, but it`s -- they`re real
cases, and those obviously are the cases that the president and his team
are going to focus on and they`re going to hit them really, really hard.

I think that there`s -- there`s just no way in which this isn`t going
to be at the center of things. And Chris, you know, I don`t know what the
rules of engagement are, but I think it is -- it just points to the
difficulty of the president`s position.

The president is simultaneously trying to run a populist campaign and
also, he`s looking at a situation where he`s probably going to get out
spent in this election and is trying to raise a ton of money. They`re
trying to convince people in the Democratic Party to write big checks to
the Democratic super-PAC. He`s in a -- it`s a delicate position. It`s the
nature of money in our politics now that you can`t be Huey Long anymore.
You can`t just be a full-throated populist, and there`s going to be
people...

MATTHEWS: Well, then...

HEILEMANN: ... in the Democratic Party...

MATTHEWS: ... what does the Democratic Party stand for?

HEILEMANN: ... who are going to object. That`s how it is. Oh, I`m
not -- I`m not...

MATTHEWS: Look, here`s the problem. This well, this electoral week
in this campaign, which is just getting started, Governor, started with a
guy who`s selling himself on national television as a surrogate for the
president, who waved a copy of the surrogate notes he was going to use, and
then basically said the president was nauseating him with his advertising
campaign, was basically saying that he fires people, so does Romney. We`re
the good guys. We have to fire people to get things done, basically
challenging the president on everything he`s been saying.

I`m telling you, this is a problem. And I`ll tell you, the
Republicans are having a joy week over this. That`s my concern. And
they`re getting an easy one. This is like a turnover in sports. This is a
turnover.

RENDELL: Chris...

MATTHEWS: Go ahead.

RENDELL: Can I suggest to you, you`re right, and you know, Sawyer
(ph) was right when he said that we don`t belong to any organized party.
We`re Democrats. But also, think about this. Think about this. We didn`t
have anyone, say, associated with us, that nothing we said during the
primaries matter because it`s going to be an Etch-a-Sketch moment and
everything`s going to be wiped away and then we can tell voters a whole new
different story.

Look, in the end, you and I know and John knows this election`s coming
down to the acceptance speech at the convention and the three debates.
When it`s as close as this is, those are going to be the seminal things
that decide it. No one`s going to remember Cory Booker, Ed Rendell, Harold
Ford or even -- what`s the guy`s name on Etch-a-Sketch? I`ve already
forgotten his name.

HEILEMANN: Eric Fehrnstrom.

RENDELL: No one`s going to remember us. Right. In the end, it`s
going to be those debates and...

MATTHEWS: ... where are the Democratic surrogates who should be out
there supporting Obama? How come we only hear from the mutineers, only
hear from the loyalists? Where are they? We`re going to find out.

The latest, by the way, NBC/"Wall Street Journal" poll -- who are the
voters who are going to decide this election? Wait`ll you hear who they
are. These are a strange group of people. By the way, Republican money
men think they`ve figured a way to hit Obama the hardest, very interesting
what their plan is. We figured that one out.

"Let Me Finish" tonight with the central question of the Obama
campaign. Are top Democrats going to back him on the central issue of this
campaign, economic fairness, or not?

President Obama yesterday, by the way, succinctly indicted, I think,
Romney`s rationale for running. But where are the Democratic troops out
there saying the same thing? Where are the real surrogates out there
hitting Romney, not the (INAUDIBLE) sort of sabotage the operation?

Let`s go to an expert, the chair of the Democratic National Committee.
She`s down in Florida. Actually, she`s a Florida congresswoman from
Florida, Debbie Wasserman Schultz.

Thank you. I haven`t seen much of you lately. Where -- where have
you been the last couple months? Have you been out on television?

REP. DEBBIE WASSERMAN SCHULTZ (D-FL), DNC CHAIR: Oh, I`ve been out
there, but I also had my twins (INAUDIBLE) this past weekend, so I`ve been
busy being a mom, too. And you know...

(CROSSTALK)

MATTHEWS: I`ve been missing you. We want you -- we want you for our
own...

WASSERMAN SCHULTZ: I`ve been there. I`ve been there.

MATTHEWS: ... selfishness reasons. But also, I like to see the
partisan combat.

I want to show you something right now. It`s what I think a surrogate
should be doing. Now, we know this guy isn`t always on message, but when
he is, he`s pretty good. Here`s the veep, Vice President Joe Biden,
attacking Mitt Romney`s rationale for running for president in New
Hampshire today. Let`s watch the veep do surrogate work. Here he is.

(BEGIN VIDEO CLIP)

JOSEPH BIDEN, VICE PRESIDENT OF THE UNITED STATES: He says he`s
better qualified to be president and commander-in-chief because of his
business experience.

(LAUGHTER)

BIDEN: That`s why he should be -- well, it`s not an irrational
argument if you -- but depending on the business and your success in the
business.

(INAUDIBLE) job is legitimate. It`s legitimate. But folks, making
money regardless of the consequences for the workers, the companies they
acquire or the communities that get wasted, is another question. Folks,
making money for your investors, which Romney did very well, is not the
president`s job. The president has a different job.

(CHEERS AND APPLAUSE)

(END VIDEO CLIP)

MATTHEWS: Well, there you have it, Congresswoman, Madam Chairman, it
seems to me, not an A-plus performance, but a decently good performance
echoing the president`s argument that Mitt Romney`s not an evil person, he
may not be a vampire, but to claim that his work as head of Bain was
somehow a great preparation for the presidency is not true.

Now, why don`t we have the whole cabinet out there doing it? Why
don`t we have Democratic governors, senators and members of Congress? I
would have thought an orchestra leader would be important here, somebody
pointing out, You now -- you do Saturday, you do the women on Saturday, you
do the minorities on Monday, but let`s get this thing with an orchestra
sound to it.

And all I hear is a solo act from the president, broken now by these -
- well, they`re not purposely saboteurs, but they sabotaged this whole
operation this week.

WASSERMAN SCHULTZ: Chris, we`re fortunate that we actually have a
very broad and deep surrogate operation in which we have many different
kinds of leaders across the country -- political leaders, elected
officials, community leaders, organizational leaders -- who are out there
as spokespeople on behalf of the president of the United States and making
the case for his reelection.

And that`s because they believe in his candidacy, they believe in his
record of accomplishment.

MATTHEWS: Who are they? But I don`t hear them.

(CROSSTALK)

MATTHEWS: Which Cabinet members? Which members of the Cabinet are
out there speaking for the president politically and for his reelection?
Who is out there giving speeches for him?

(CROSSTALK)

WASSERMAN SCHULTZ: Secretary Sebelius is one of those Cabinet
members. Now, remember, there are some Cabinet members that are restricted
and unable to advocate on behalf of the president, like the attorney
general and the secretary of state, the secretary of homeland security.

So you won`t see those Cabinet officials out there, because they are
appropriately doing their jobs. But you do see Secretary Sebelius,
Secretary Salazar. You have the secretary of commerce, the secretary of
energy.

You have -- I was just down in South Florida with Ambassador Susan
Rice, who came down to talk with the Jewish community, and she wasn`t down
to talk about the president`s candidacy, but about his record of
accomplishments and support for Israel.

So, we have internal surrogates who are making the case for the
president, and then we have a number and widespread outside surrogates,
like Governor Ted Strickland, for example, the former governor of Ohio, and
Governor Rendell is certainly a surrogate for us, and myself, and a broad
number of members of Congress, Congresswoman Donna Edwards.

There`s a very long list of surrogates for the president, and they
have been out there repeatedly.

MATTHEWS: I watch a lot of television. I watch a lot of television,
Congresswoman, and I got to tell you, it looks like a solo act.

The president had to go out and explain his position yesterday in a
press conference. When he was being assaulted by all those mutineers this
weekend, by Rattner and by Cory Booker and Ed Rendell and all those people
making those critical comments, I didn`t here anybody jumping to his
defense. Did you?

(CROSSTALK)

WASSERMAN SCHULTZ: Chris, I think there are times when it`s
appropriate to put a surrogate out there, and there are times when
President Obama believes that there is no one better than the president
himself to stand up and make the central case that because Mitt Romney has
been repeatedly saying that his central qualification for the presidency of
the United States is his record at Bain Capital, I think it`s entirely
appropriate for the president to make sure that voters and -- voters in
this country understand that that is not a qualification for president.

And if he is representing that he is, then a close examination and
close scrutiny of that record is entirely appropriate.

MATTHEWS: OK.

Thank you very much, U.S. Congressman Debbie Wasserman Schultz, chair
of the Democratic Party.

WASSERMAN SCHULTZ: You`re welcome.

MATTHEWS: Let`s bring in Michael Scherer, who covers the White House
for "TIME" magazine.

I think, Michael, you agree with me about what looks to me a patent
failure on the part of the Obama administration to put together a really
good surrogate operation.

MICHAEL SCHERER, "TIME": It`s been a complaint from early on.

I heard it the end of 2009 from the White House. I heard it the end
of 2010 from the White House. It was one of the reasons they actually
brought in Bill Daley, that they have long wanted better surrogates, people
with more gravitas who could go on TV for them.

Daley is out. They have never been able to pull it together. They
went through a couple of commerce secretaries. The congresswoman is right.
They do have some people out there. Ted Strickland I think has done an
excellent job for them. They have some internal people who have been doing
a good job for them.

But you have a few things coming together here. First, the president
in his first year of his administration was the administration. He was out
there every day. And they didn`t realize until the end of that year that
they needed other people to take the heat off of him.

Two, I think the White House and the president himself has long kind
of looked down on this cable news chatter, this on-air warfare that
happens. They never prioritized it. They took a long time to respond to
Glenn Beck. They took a long time to really wake up to the Tea Party.

And so it never really has had the same priority that other White
Houses have had. And, then, third, I think you saw it just there with
Governor Rendell. You have now a situation in which the gravitational pull
of the president, the leader of the Democratic Party, has been diminished.
You have politicians and ex-politicians out there who are looking out for
their own brands who don`t want to sign on to what`s going to be a very
vicious and negative campaign.

They don`t want to tarnish themselves. Cory Booker is doing that. Ed
Rendell is out there doing that. And that creates a problem for the
campaign going forward.

MATTHEWS: Well, whose job is it to orchestrate surrogates, to recruit
and orchestrate them?

SCHERER: Well, everybody does it.

It should be the White House normally, but right now the campaign is
controlling that. The DNC controls it. But, yes, I think your point is
also well-taken here for another reason. The Obama campaign this year is
playing money ball. They playing for little, incremental wins, ground
game, things like that.

So, these sort of failures matter. It`s hard for them to argue that
even though this is not something that people are going to be really
remembering on Election Day, their ability to build this narrative will
matter on Election Day. And the little things matter. That`s the drumbeat
you constantly hear coming out of Chicago.

And my guess is that over the next several weeks because of this
blowup, they get their stuff together. They do have people out there.
Antonio Villaraigosa in Los Angeles has done good. Strickland I think has
gone very good. And there`s other inside the campaign that they will be
promoting.

MATTHEWS: Yes, I agree with you completely.

SCHERER: You will see people getting a talking to before they go on
air. Obviously that didn`t happen with Booker before he went on "Meet the
Press," but I would be surprised if the campaign allows anybody to go on
again without sitting him down and saying, you have to understand the
stakes here.

(CROSSTALK)

MATTHEWS: Yes, I think, Michael, and the point you`re making and a
bigger way of saying it, perhaps, is that you don`t really look like you`re
commanding the United States and leading the whole country unless you seem
to have people out there working for you and speaking for you.

It doesn`t send the signal of a leader; it sends the signal of a solo
act. And I think the president often looks like a solo act, and I don`t
think that is good. Thank you.

Up next, which potential Romney running mate says he would disconnect
the phone if he knew he was getting the call? That`s next on the
"Sideshow." This is HARDBALL, the place for politics.

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP, "LATE NIGHT WITH JIMMY FALLON")

JIMMY FALLON, HOST, "LATE NIGHT WITH JIMMY FALLON": Today, President
Obama tossed around a football at Soldier Field, home of the Chicago Bears.
Yes, Obama told Biden to go long. Then he hopped into his car and drove
away.

SARAH PALIN (R), FORMER ALASKA GOVERNOR: I thought so in 2008 and
that`s why I went rogue, if you will, and disagreed with some of John
McCain`s advisers when they said no, a lot of these issues like past
associations and Reverend Wright and Bill Ayers and those that helped shape
Obama`s world view needed to be off the table and not discussed.

I disagreed then. I disagree now. Barack Obama back in 2008 was an
empty vessel. It`s not too late to change course, and this next go-round
understand what has filled up that vessel. Who are these people? Who are
the radicals, the Marxist professors that he said he would like to -- he
would hang out with and some of his friends and associations?

(END VIDEO CLIP)

MATTHEWS: I think her briefing papers have the weight of a comic
book.

Anyway, there you have it. That`s Sarah Palin, the so-called game
changer, calling for a more thorough vetting of President Obama. I would
put vetting in her case more to use.

Now let`s catch up with the veepstakes. See if you tell which of
Romney`s potential running mates for V.P. is behind this nugget. This
person was asked yesterday if they had been contacted by team Romney about
the vetting process.

The comeback? Quote: "Of course not. If I thought that call was
coming, I would disconnect the phone."

Who said that? Well, actually, it was second-term governor, the man
from Indiana, Mitch Daniels.

Up next: the state of the presidential race and whether the Obama
campaign`s attacks on Bain Capital and Romney`s way of making money are
hitting pay dirt. According to these numbers, they are. We have got new
numbers from the NBC/"Wall Street Journal" poll that make the Obama case.

In today`s trading session, the Dow falls about two points, the S&P up
a fraction, the Nasdaq lower by eight. Facebook shares dive nearly 9
percent followed Monday`s 11 percent loss. According to Reuters, Morgan
Stanley and two other firms cut revenue forecasts on the company.
Meanwhile, existing home sales rose 3.4 percent in April to their highest
level in almost two years. And after the closing bell, Dell Computer
reported earnings that missed estimates.

That`s it from CNBC, first in business worldwide -- now back to
HARDBALL and Chris.

MATTHEWS: Welcome back to HARDBALL.

Who is going to decide this year`s presidential election? It`s a
pretty fundamental question. Well, according to the latest NBC/"Wall
Street Journal" poll, while many people have made up their minds --
practically everybody has done that -- and is firmly committed to either
Barack Obama or Governor Romney, there is a small group of voters out there
who say they`re unsure or unimpressed with either of the candidates.

As Peter Hart, one of the top pollsters, summed it up, never has so
much money been spent by so many to persuade so few.

And we`re talking about a handful of voters there, basically. What do
we know about these people in the very political middle? Well, they`re
overwhelmingly -- they overwhelmingly think the country is headed in the
wrong direction, and yet while their views of Obama are mostly negative,
Mitt Romney scores much worse.

Could it be that the Bain attacks are working or that they`re on
target at least? Will people who are so disaffected by the state of the
country want to vote for someone who is worth a quarter of a billion
dollars and who has made his fortune by firing people?

Chuck Todd is an NBC News political director and chief White House
correspondent, and Chris Cillizza is managing editor of PostPolitics.com
and as MSNBC political analyst.

I think this is just fascinating, Chuck. I know you have been talking
about this with some others, our producers. And this small group of hard-
core people who I almost think of them as Ross Perot people, they don`t the
way people run this government. They don`t like people maybe in general.
They have had a hard life, but they really don`t like the cut of the jib of
Mitt Romney at all either.

These are -- every month, we have this 7 to 10 percent that`s
undecided. And so what we did is we pooled all of the undecided from about
three or four straight polls so that you get a larger number of folks and
you can figure out who they are.

Well, boy, did we figure out who they are. They`re -- as you pointed
out, they`re very negative on the president, very negative on Mitt Romney.
But here`s the person that they`re not negative on. That`s Ron Paul. And
so when you described them as Perot types, that`s exactly what they are.

These are the no-B.S. voters. They`re sort of burned out on the B.S.

MATTHEWS: Yes.

TODD: They want to -- they want to -- they -- they don`t want to
tinker with Washington around the edges. They want to massively demolish
this place. And that`s what you see in here. They think the country is
more on the wrong track than the rest. They think the president is doing a
worse job than the rest. They have a worse view of Mitt Romney`s image.

So you`re -- it`s -- it`s this whole thing. These folks, though, Mitt
Romney, I would argue, may need them more. These folks strike me as people
that may not vote, and that`s what should be a scary thing if you`re Mitt
Romney.

MATTHEWS: Yes.

TODD: He needs them more than Obama might need them.

MATTHEWS: Now, let me ask you this. Who do they hate more? Who do
they distrust more, the government bureaucrat with the classic attache case
with the peanut butter sandwich inside that Wallace (ph) used to talk about
coming to bother them, or do they distrust the big shot efficiency expert
from the corporate guy that comes in and takes over their company, dumps --
cans guys like them and makes more money for the people who have invested?

And I think that that -- if you answer that question, then you would
find out where these undecideds would move. I think that that`s -- that`s
the Hobson`s choice for these people, if you will, frankly, Chris, because
they don`t like the way government...

MATTHEWS: Yes.

TODD: They feel government intrudes on them. They don`t like a lot
of those things, but they don`t -- as you pointed out, they mistrust.

Maybe they have been -- I have always half-joked a lot of your typical
Ron Paul supporters is a highly educated I.T. type of guy, and they don`t
trust the CEOs and -- anybody with the title of COO, CFO, or CEO either.

MATTHEWS: Yes. I think I know some of these guys.

Well, here are some interesting numbers in terms of people who say
they`re unsure how they want to vote. Take a look at it. By a huge
margin, they think the country is on the wrong track. You pointed that
out, Chuck -- 71 percent say that. Asked what they think of the president,
27 percent give a positive rating. That`s one in four, a little more than
that.

I mean, Chris, look, I think Chuck is right. These people are called
disaffecteds for a reason, because they`re not just necessarily disaffected
with Democrats, disaffected with Republicans. They`re disaffected with the
process.

But what that 9 percent number does suggest is that if the Obama team
-- I think it`s a big if -- but if the Obama team can accomplish their
goal, which is, this is a choice between what Barack Obama has done and
will do versus what Mitt Romney says he will do, if they can make 2012
election a choice, then Mitt Romney, to these undecideds, these disaffected
voters, isn`t all that appealing a choice.

If they can`t make it a choice, though, Chris, if it`s a referendum,
essentially, look, you have two choices. Barack Obama is A, Mitt Romney is
B. If you don`t like A, your only other option is B. That`s how Romney
ends up winning among these undecided voters.

Look, he`s not going to go from 9 percent favorable to 55 percent
favorable. His favorable numbers are never going to be great. He just has
to convince them he is a viable, incredible alternative if they want to
fire the guy who is currently in office.

CHRIS MATTHEWS, HOST: Quickly, does it surprise you, Chuck, that
this marriage equality issue, the issue of gay marriage or same sex
marriage, seems to have, just going to the numbers here, no impact on the
voters, it seems. No changes in here.

CHUCK TODD, NBC NEWS POLITICAL DIRECTOR: Not only that, but how
about the second question we asked which said if you would be in favor or
would approve of same sex marriage being legalized in your state, and what
was interesting there is we asked it in a four-part question, that they
would push for it, they would be highly supportive of it, they would favor
it but not push for it, not be supportive -- you know, not try to actively
get it passed, and then you have the ones that say, well, I would oppose it
but I wouldn`t actively try to see it repealed.

MATTHEWS: Yes.

TODD: And then you have folks -- and when you look at the balance,
you see the shift. It`s a passive shift toward approving gay marriage.
And so, put it this way, any state that passes it, you`re not going to --
it`s going to be hard to see outside of the religious -- more religious
based Southern voter and Southern states. You`re not going to see states -
- people want to see rights taken away, if you will.

MATTHEWS: I agree. Chris, Mitt Romney still has some major
obstacles in this poll. It comes to it with some blocks of voters you
might say in the NBC/"Wall Street Journal" poll, look a this -- 34 percent
lead among Hispanics for the president, 15 percent lead, what a gender gap,
if you will, for the women. People have told me, if the president can hold
that 15 percent among female voters, women voters, out there, he`s going to
win.

CILLIZZA: Yes, I think they`re right. If you go back and look at
the math, Chris, you`re usually -- again, the margins are relatively slim
here, but I think anything above about 13 percent, the map just becomes
difficult. If women -- look, women have been a majority of the electorate
since 1980, if they continue to be a majority, 51 percent, 52 percent, 53
percent of the electorate, if you`re losing that big a chunk by 11, 13, 14,
15 or higher, the math just becomes -- the numbers don`t add up at some
point.

Now, I think if Romney can get it down to 10, nine, maybe even 11, he
could win. The reality on both sides, Chris, but especially for Mitt
Romney -- Mitt Romney is not winning this election -- I would be stunned if
he did -- with 52 percent, 53 percent, 54 percent of the popular vote. If
he wins, I think he`s winning with 50.7, 51.3.

MATTHEWS: OK.

CILLIZZA: The country is just divided that -- particularly with
Romney and his path, it`s just hard to imagine either popular vote wise or
even in the electoral vote that he wins some sort of sweeping majority.
The numbers don`t add up.

I think if Romney wins -- I think he`s got -- I think Romney`s key
here is the larger argument, right? If he wins the larger -- in order to
get to 50, he`s got to win the larger argument that somehow he`s going to
make the economy better. So, if he does that, I think suddenly getting to
52 and 53 becomes easier, that there`s not much big margin there.

MATTHEWS: I`m with you.

TODD: I think the hard part for him is winning the initial argument
and getting there.

MATTHEWS: This will surprise people -- I`m with Shelly Gawiser, our
numbers guy, who we all listen to at MSNBC on election night. It`s too
early to call.

TODD: There you go.

CILLIZZA: We`re all with Shelly Gawiser, aren`t we?

MATTHEWS: I have no idea -- I have learned it`s too early, not too
close, because it could well break this campaign. We don`t know. It could
break in the fall, I think.

Anyway, thank you, Chuck Todd. Thank you, Chris Cillizza.

CILLIZZA: Thank you.

Up next, the Republicans seem to have decided that the partisan
personal attacks, the real nasty stuff against the president doesn`t work.
So, they`ve got this new line of attack being forged by Mr. Nice, Karl
Rove, who seems to be nice, at least in this case, or seem to being nice,
is the smart move.

MATTHEWS: Four years ago, Colin Powell crossed party line and
endorsed Barack Obama for president. That was a big deal. This morning on
the "Today" show, Powell praised Obama`s presidency, saying he`s stabilized
the financial industry, rescued the auto industry, and led us out of the
biggest downturn since the Great Depression.

But Powell stopped short of endorsing Obama -- at least for now.

(BEGIN VIDEO CLIP)

COLIN POWELL, FORMER U.S. SECRETARY OF STATE: I don`t want to throw
my weight behind somebody. The beautiful part of being a private citizen
is you can decide when you want to throw your weight if you want to throw
your weight. I`m still listening to what the Republicans are saying
they`re going to do to fix the fiscal problems we have, to get the economy
moving. And I think I owe them that to the Republican Party. I owe that.

You`ve heard it from Republicans before, President Obama is a
socialist. He`s not an American. He wants to destroy the country.

Well, Karl Rove`s super PAC, Crossroads GPS, has decided that`s
exactly how not to win this coming election. Swing voters apparently don`t
like those kinds of attacks. So, Rove`s groups is spending 10 million
bucks on a new ad campaign in 10 states across the country that instead
says in effect, the president has tried and failed.

Michael Steele is an MSNBC political analyst and former RNC national
chair, Cynthia Tucker is a syndicated columnist and visiting professor at
the University of Georgia.

Anyway, here`s the Crossroads campaign that will begin airing
tomorrow. It`s going to run, as I said, in swing states across the next
three weeks. Big money behind it, $10 million. It`s aimed at people
disenchanted with the president.

Let`s watch, Karl Rove`s money in action.

(BEGIN VIDEO CLIP)

UNIDENTIFIED FEMALE: I always loved watching kids play basketball.
I still do, though things have changed. They can`t find jobs. And I can`t
afford to retire. And now, we`re all living together again.

I supported President Obama`s agenda but he spent like our country`s
credit card had no limit -- $4 billion deepener debt everyday. How will my
kids pay that off when they can`t get jobs?

Tell President Obama, cut the job killing debt and support the new
majority agenda at newmajorityagenda.org.

MICHAEL STEELE, MSNBC POLITICAL ANALYST: I think it is a very good
ad pitch. It cuts right to the core of what Romney and the Republicans
ultimately want to talk about, and that is the economy, the strain and
stress of debt on our ability to create jobs, to get a job. And I think
it`s at -- I think it`s done very well.

It`s obviously appealing to women, who are a major decision makers in
most households, as well as you just talked about in the last segment
Chris, in terms of voting.

So, it`s a direct appeal. It`s a softer approach, lower tone,
focused on a core concern that voters have out there. And I think it`s
very well done.

MATTHEWS: Well, as you write, Obama beat McCain by 13 points among
women back in 2008. He`s doing just as well now, leading by 15 points,
according to the new NBC/"Wall Street Journal" poll out today. It`s a
group Romney can`t afford to lose by double digits.

Let me go to Cynthia, because there`s a couple of factors there,
without getting too nasty about a white woman here, apparently a single
white woman, no mention of spouse or partner of any kind, no male around
the house there, that`s the group he is really going for, it seems to me.
If you want it target what he is targeting.

CYNTHIA TUCKER, UNIVERSITY OF GEORGIA: I agree completely, Chris.
Republicans tend to do well among married women. But they don`t do nearly
well among unmarried women. I am not sure that ad wants to be clear about
whether this woman is married or not. I think it is intentionally
ambiguous but leaves the viewer plenty of room to decide, she`s not
married. She says, "I can`t retire".

MATTHEWS: Right.

TUCKER: The other thing I think that`s interesting about this ad,
the actress, the actor, says that she voted for Obama before. So this ad
is targeted at women who voted for Obama before but whose finances haven`t
improved as much as they had hoped.

So it`s narrowly targeted, but clearly Romney wants to wrench away
some of those women who voted for Obama in the past but may be open to
voting for Romney this time around.

It`s a good ad. You know, it has a couple of lies in it, as
political ads want to do. But it`s not harsh. It strikes a softer tone.
It`s a good ad.

MATTHEWS: What do you make of the fact that the people behind this
ad don`t want anybody to know who they are, Michael? This is an absolutely
tight secret here in this GPS ad, Crossroads GPS. We`re never going to
know who these people are who put this 10 million bucks together for Rove.
Why do they keep their names secret?

STEELE: Well, that`s true. Well, because they are not required to
disclose that under the law. I think we have litigated this before. And
it`s going to take an act of Congress to change that.

And so, you know, there`s no need for anyone to disclose, you know,
their individual donation necessarily and certainly, you know, that`s a
accumulation of funds that paid for this ad. It`s not one necessarily
donor that paid for this ad.

MATTHEWS: We don`t know that.

STEELE: Well, you don`t know that. But --

MATTHEWS: We don`t know any of that. We don`t know anything.

STEELE: But bottom line, Chris, whether you are talking about GPS or
you`re talking about Obama`s super PAC, it`s the same reality that no one
is going to disclose. When Mr. Burton puts out ads on behalf of Obama, is
he going to disclose who gave -- contributed to that ad? No, he doesn`t
have to.

MATTHEWS: Just the point that the people paying for the ad are not
the single women out there who voted for Obama the last time.

STEELE: We don`t know that.

MATTHEWS: There is no "we" involved in this, Cynthia.

TUCKER: They don`t have the money. No, no, no, they don`t have the
money to fund the super PACs.

MATTHEWS: These are the people voting against Obama with everything
they had last time. These are people that dumped this much last time that
couldn`t beat him or doing it this time.

STEELE: Chris, I get, you`re cutting the angle here, but, you know,
you`re not making any sausage with it. I`m sorry. The reality of it is,
they don`t have to disclose, that you can make whatever assumptions you
want about the donors and who they are. The fact is that money goes into
the pot, the pot is churned, and the ad is produced. That`s the reality.

MATTHEWS: I believe in cleansing effect of daylight, Michael Steele.
Thank you very much.

TUCKER: So do I, Chris.

MATTHEWS: Your own secrecy campaign.

Thank you, Cynthia Tucker.

You can defend the darkness of the fund-raising efforts. I know
you`re a clean guy, but why you defend these people amazes me.

When we return, let me finish with this big question --

(CROSSTALK)

STEELE: I agree with you, I think there should full disclosure,
Chris, but guess what? The law doesn`t require that now.

MATTHEWS: I want to know who they are under that rock. I want to
pick up that brick, rock, and see the bugs under there.

Anyway, big question for the Obama campaign: Are top Democrats going
to back him on his biggest issue, economic fairness, or not?

You`re watching HARDBALL -- a place for politics.

(COMMERCIAL BREAK)

MATTHEWS: Let me finish tonight with this:

The time has come for all good men and women to come to the aid of
their party. Well, that`s, of course, an old typing drill. It can also be
a call to arms to the Obama Democrats these days. He`s raised the banner
of economic fairness. You can`t be more Democratic than that.

He says that Americans should share the cost of government fairly.
That`s what the Buffett Rule is about.

He said that those at the top, that 1 percent, shouldn`t be getting
some special tax deals while others are facing cuts and life and death
benefits. It sounds like FDR, Harry Truman and Bill Clinton all rolled
into one.

So, what`s the objection? Why are some New York-based Democrats
rallying not to the Democratic cause these days but to Wall Street?

Tougher point, does the president have the right to it set the course
of a campaign or doesn`t he? If President Obama stakes out the position
the Democratic Party should fight got fight of economic fairness, why are
people out there saying they should take up the cause of those who make the
most of unfair laws, who benefit from earned income being treated as
capital gains, who benefit from an overall preference that`s given of money
made off money, over money made from making goods and delivering services?"

Well, the question for Democrats, especially the big ones who can get
on television is, where their primary loyalty lies? Whom do they fear
upsetting the most, the leader of their party or the people in the
financial industry who just hate it when Democrats say out loud what they
have long claimed as their party heritage, to look out for the people who
need looking out for the most.

THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY
BE UPDATED.
END

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